Annual report pursuant to section 13 and 15(d)

STOCK PURCHASE WARRANTS AND OPTIONS

v2.4.0.8
STOCK PURCHASE WARRANTS AND OPTIONS
12 Months Ended
Dec. 31, 2013
STOCK PURCHASE WARRANTS AND OPTIONS [Abstract]  
STOCK PURCHASE WARRANTS AND OPTIONS

NOTE 15 - STOCK PURCHASE WARRANTS AND OPTIONS


Warrants


Following is a summary of warrants for Class A common shares outstanding:


                           

 

 

December 31, 2013

 

December 31, 2012

 

 

 

Shares

 

Weighted Avg

Exercise Price

 

Shares

 

Weighted Avg

Exercise Price

 

Outstanding at beginning of year

 

 

19,860,000

 

$

0.031

 

 

14,700,000

 

$

0.033

 

Granted

 

 

9,999,375

 

$

0.012

 

 

13,410,000

 

$

0.020

 

Exercised

 

 

-

 

 

-

 

 

-

 

 

-

 

Forfeited

 

 

-

 

 

-

 

 

8,250,000

 

$

0.031

 

Expired

 

 

-

 

 

-

 

 

-

 

 

-

 

Outstanding at end of year

 

 

29,859,375

 

$

0.031

 

 

19,860,000

 

$

0.031

 

Exercisable at end of year

 

 

29,859,375

 

$

0.031

 

 

19,860,000

 

$

0.031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average grant date fair value

 

 

 

 

$

0.016

 

 

 

 

$

0.016

 

Weighted average remaining contractual term

 

 

 

 

 

3.02

 

 

 

 

 

3.77

 


On October 24, 2013, warrants to purchase 3,750,000 shares of Class A common stock at $0.012 per share were issued to an accredited investor in conjunction with a private offering (See Note 14).


On December 22, 2013, warrants to purchase 6,249,375 shares of Class A common stock at $0.012 per share were issued to an accredited investor in conjunction with a private offering. (See Note 14).


On August 15, 2012, warrants to purchase 3,960,000 shares of Class A common stock at $0.033 per share were issued to a related party in conjunction with a convertible note. The warrants were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 462.61%, risk free interest rate of 0.102% and a term of 5 years.


On May 11, 2012 warrants to purchase 825,000 shares of Class A common stock at $0.033 per share were issued to an existing accredited investor in conjunction with a convertible note. As consideration for this further investment, the 750,000 existing warrants with a strike price $0.033 were cancelled and reissued with a strike price of $0.025 per share. The new and existing warrants were both valued on the modification date using the Black-Scholes model with a dividend rate of 0%, volatility of 462.61%, a risk free interest rate of 0.89% and a term of 5 years and 3 years, respectively. There was no additional expense resulting from the modification.


On February 24, 2012 warrants to purchase 4,125,000 shares of Class A common stock at $0.033 per share were issued to an existing accredited investor in conjunction with a convertible note. As consideration for this further investment, the 3,750,000 existing warrants with a strike price $.033 were cancelled and reissued with a strike price of $0.025 per share. The new and existing warrants were valued on the modification date using the Black-Scholes model with a dividend rate of 0%, volatility of 462.61%, a risk free interest rate of 0.89% and a term of 5 years. There was no additional expense resulting from the modification.


Options


Following is a summary of options outstanding:


                           

 

 

December 31, 2013

 

December 31, 2012

 

 

 

Shares

 

Weighted Avg

Exercise Price

 

Shares

 

Weighted Avg

Exercise Price

 

Outstanding at beginning of year

 

 

350,000

 

$

0.035

 

 

-

 

 

-

 

Granted

 

 

650,000

 

$

0.020

 

 

350,000

 

$

0.035

 

Exercised

 

 

-

 

 

-

 

 

-

 

 

-

 

Forfeited

 

 

-

 

 

-

 

 

-

 

 

-

 

Expired

 

 

-

 

 

-

 

 

-

 

 

-

 

Outstanding at end of year

 

 

1,000,000

 

$

0.030

 

 

350,000

 

$

0.035

 

Exercisable at end of year

 

 

100,000

 

$

0.035

 

 

100,000

 

$

0.035

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average grant date fair value

 

 

 

 

$

0.03

 

 

 

 

$

0.04

 

Weighted average remaining contractual term

 

 

 

 

 

4.11

 

 

 

 

 

4.59

 


The total unrecognized option expense to be recorded over the remaining 2 years is $6,667.


On January 1, 2013 the Company granted options to purchase 650,000 shares of Class B common stock to its independent directors. The options have an exercise price of $0.02 per share, a five-year term, vest on January 1, 2014¸ and are subject to continuing service as a director. The options were valued using the Black-Scholes model using a volatility of 508.21%, an expected term of 5 years and an interest rate of 0.76%. The options are valued at $14,500 and are being recognized as expense over the requisite service period.


On August 2, 2012, the Company issued options to purchase 250,000 shares of Class B common stock valued at $0.04 per options for a total of $10,000 to its President and CFO. The options vest equally every six months over a three year period. The options were valued using the Black-Scholes model with a dividend rate of 0%, volatility of 462.61%, risk free interest rate of 0.61% and a term of 5 years. The expense in 2012 was not material.


On August 2, 2012, the Company issued options to purchase 100,000 shares of Class B common stock to its new Chief Operating Officer. The options vest equally every six months over a three year period. The options were valued at $0.04 per option using the Black-Scholes model with a dividend rate of 0%, volatility of 462.61%, risk free rate of 0.61% and a term of 5 years. On December 21, 2012, the COO was terminated. As part of the settlement agreement, all 100,000 options immediately vested and the Company recognized $4,000 total expense.